Good Reason

Good Reason. As defined in the employment agreement between Employee and Company or one of its Affiliates, or if "Good Reason" is not defined in such employment agreement or in the absence of such employment agreement, "Good Reason" means any of the following, but only if occurring without Employee's written consent: (i) a material diminution in Employee's base salary or target bonus opportunity (other than a general reduction that in salary or target bonus opportunity, as applicable, that affects all... similarly situated employees in substantially the same proportions); (ii) a material diminution in Employee's authority, duties, or responsibilities (other than temporarily, while Employee is physically or mentally incapacitated or as required by applicable law); or (iii) the relocation of Employee's principal office to an area more than fifty (50) miles from its location immediately prior to such relocation; provided, however, that Good Reason shall not occur unless (x) Employee has provided written notice to the Company of the existence of the circumstances providing grounds for Good Reason within forty-five (45) days of the initial existence of such grounds, (y) the Company or applicable Affiliate has had at least thirty (30) days from the date on which such notice is provided to cure such circumstances, and (z) Employee terminates employment for Good Reason within 90 days after the first occurrence of the applicable grounds. View More

Good Reason. For termination of the Executive's employment at the instance of Executive means termination for: (i) Company's material breach of this Agreement, which is not remedied within 30 days after receipt of written notice thereof; (ii) the assignment to the Executive, without the Executive's written consent, of duties and responsibilities that are substantially inconsistent with, or materially diminish, the Executive's position as Vice President, Global Manufacturing of the Company other than for... Cause or on account of Disability; or (iii) in the event of a termination of the Executive's employment with the Company at the time of or after the First Change in Control, and prior to the end of the Transition Period (A) the Executive shall not be given substantially equivalent or greater title, duties, responsibilities and authority or substantially equivalent or greater salary and other remuneration and fringe benefits (including paid vacation), in each case as compared with the Executive's status immediately prior to the First Change in Control, other than for Cause or on account of Disability, (B) the Company shall have failed to obtain assumption of this Agreement by any successor as contemplated by Section 11, (C) the Company shall require the Executive to relocate to any place other than a location within twenty-five miles of the location at which the Executive performed his duties immediately prior to the First Change in Control or, if the Executive performed such duties at the Company's principal executive offices, the Company shall relocate its principal executive offices to any location other than a location within twenty-five miles of the location of the principal executive offices immediately prior to the First Change in Control, (D) the Company shall require that the Executive travel on Company business to a substantially greater extent than required immediately prior to the First Change in Control, or (E) subject to the limitations contained in Section 6(a)(i), the Executive shall terminate employment with the Company during the thirty-day period (the 'Window Period') immediately following the first anniversary of the First Change in Control (provided that for purposes of this Section 9(e)(iii)(E) only, all references in the definition of Change in Control in Section 9(b) (as used in the definition of 'First Change in Control' in Section 6) to 30% and 70% shall instead be deemed to be references to 50%), and such termination would not otherwise constitute a termination for Good Reason. View More

Good Reason. One or more of the following events (except as a result of a prior termination): (i) the assignment to Executive of any duties that are inconsistent with his/her status as a member of the Company's senior management; (ii) a decrease in Executive's annual Base Salary, Target Bonus, or aggregate benefit levels; (iii) upon the breach of a material provision of this Agreement by the Company after written notice from Executive and failure to cure by the Company within 30 days of receipt of such... notice; or (iv) any failure to secure the agreement of any successor corporation or other entity to the Company to fully assume the Company's obligations under this Agreement. View More

Good Reason. Optionee's voluntary termination of Optionee's continuous service with the Company or any Subsidiary, as applicable, as a result of (x) an aggregate reduction of 10% or more in Optionee's then-current base salary and target annual bonus or (y) a relocation of Optionee's then-current principal place of employment by more than thirty-five (35) miles, in each case without Optionee's prior written consent; provided, however, that "Good Reason" shall not exist unless (i) Optionee provides written... notice to the Company of the condition that could constitute a "Good Reason" event within sixty (60) days of the initial existence of such condition and (ii) the Company fails to remedy such condition within thirty (30) days of receiving such written notice. View More

Good Reason. (b) "Good Reason" means the Grantee's voluntary termination of the Grantee's continuous service with the Company or any Subsidiary, as applicable, as a result of (i) an aggregate reduction of 10% or more in the Grantee's then-current base salary and target annual bonus or (ii) a relocation of the Grantee's then-current principal place of employment by more than thirty-five (35) miles, in each case without the Grantee's prior written consent; provided, however, that "Good Reason" shall not exist... unless (x) the Grantee provides written notice to the Company of the condition that could constitute a "Good Reason" event within sixty (60) days of the initial existence of such condition, (y) the Company fails to remedy such condition within thirty (30) days of receiving such written notice and (z) the Grantee terminates his or her continuous service with the Company or any Subsidiary, as applicable, within one hundred and twenty (120) days of the initial existence of the applicable Good Reason condition. View More

Good Reason. Shall mean (i) without the Employee's express written consent: the assignment to the Employee, by the Employer, of any duties which are materially inconsistent with the Employee's positions, duties, responsibilities and status with the Employer immediately prior to a Change in Control, or a material change or diminution in the Employee's reporting responsibilities, titles or offices as an employee and as in effect immediately prior to such a Change in Control, or any removal of the Employee... from or any failure to re-elect the Employee to any of such responsibilities, titles or offices, except in connection with the termination of the Employee's employment for Just Cause or Disability or as a result of the Employee's death or by the Employee other than for Good Reason; (ii) without the Employee's express written consent, a reduction by the Employer in the Employee's base salary as in effect on the date of the Change in Control or as the same may be increased from time to time thereafter or a reduction in the package of fringe benefits provided to the Employee; (iii) any purported termination of the Employee's employment for Just Cause or Disability which is not effected pursuant to a Notice of Termination satisfying the requirements hereof ;(iv) the failure by the Company or the Holding Company to obtain the assumption of and agreement to perform this Agreement by any successor as contemplated in Section 8 hereto; (v) requirement that the Employee principally perform all services at location more than 30 miles from such location on the Effective Date. For purposes of this Section 1(h), any good faith determination of 'Good Reason' made by the Employee shall create a rebuttable presumption that 'Good Reason' exists. Anything in this Agreement to the contrary notwithstanding, a termination by the Employee for any reason during the 30-day period immediately following the first anniversary of the Effective Date shall be deemed to be a termination for Good Reason for all purposes of this Agreement View More

Good Reason. Means the occurrence, without Executive's express prior written consent, of any of the following: (1) The Company's assignment to Executive of duties materially inconsistent with Executive's position, authority, duties, or responsibilities specified herein or as modified from time to time by written agreement (other than as a result of Executive's inability or ineligibility to serve as Chairman or Executive Chairman, or his failure to be reelected to the Board, but only if such inability or... ineligibility, or such failure, is caused by an Excusable Disqualification Event); (2) Any material diminution in the scope of Executive's authority or any change in Executive's title (other than (i) as expressly contemplated herein at the end of the Regular Term or (ii) as a result of Executive's inability or ineligibility to serve as Chairman or Executive Chairman, or his failure to be reelected to the Board, but only if such inability or ineligibility, or such failure, is caused by an Excusable Disqualification Event); (3) Any reduction in Executive's base salary (other than as expressly contemplated herein at the end of the Regular Term); (4) The Company's failure to substantially perform or comply with any other material term or provision of this Agreement; or (5) the Company's requiring Executive to be based at a location outside of a thirty five (35) mile radius of Executive's present home address, which is 6316 Mossway, Baltimore, Maryland 21212; and, if the same is capable of being rectified, the failure of the Company to rectify the same within thirty (30) days after written demand specifically identifying the occurrence is delivered by Executive to the Company, or, if the same is not capable of being rectified in such period of time, the failure of the Company to commence diligently to seek to rectify the same within such period and thereafter to continue to seek to rectify such failure until rectified. For the avoidance of doubt, any prospective action that would, if actually taken or implemented, constitute Good Reason through application of (1) or (2) above (after the expiration without cure of the applicable notice and cure period provided for above) shall not in any event be deemed to have occurred unless and until such action is actually taken or implemented. In particular, and solely by way of illustration, a material diminution in the scope of Executive's authority or any change in Executive's title that would result from a prospective Change in Control shall not, for purposes hereof, be deemed to have occurred until the Change in Control has actually occurred. View More

Good Reason. Without Executive's consent, (i) a material and adverse change in Executive's duties (excluding any changes in such duties resulting from the Company becoming part of a larger entity pursuant to a Change of Control) or base salary, or (ii) Executive being required to relocate to an office location more than 50 miles from Ciphergen's current headquarters in Fremont, CA.

Good Reason. Shall mean the Employee's voluntary Termination of employment for one or more of the following reasons; provided, however, that for any of the following events that occur during the six (6) month period prior to a Change of Control, the Employee may only voluntarily terminate employment for Good Reason based upon such circumstances by giving written notice (as described below) on or before the date which is 30 days following such Change of Control: (i) an adverse change in the nature, scope or... status of the Employee's position, authorities or duties from those in effect immediately prior to the Covered Period, including, without limitation, if the Employee ceases to be an executive officer of a public company, if immediately prior to the Covered Period the Employee was an executive officer of a public company; (ii) a reduction in Employee's annual salary, bonus opportunity, benefits, or other compensation plan; (iii) relocation of Employee's primary place of employment of more than 50 miles from Employee's primary place of employment prior to the Covered Period or a requirement that Employee engage in travel that is materially greater than prior to the Covered Period; (iv) failure by the acquirer to assume this Agreement at the time of the Change of Control, or; (v) a material breach by the Company, or its successor, of this agreement. Notwithstanding the foregoing, prior to the Employee's voluntary Termination for Good Reason, the Employee must give the Company written notice of the existence of any condition set forth in clause (i) – (v) above within 90 days of such initial existence and the Company shall have 30 days from the date of such notice in which to cure the condition giving rise to Good Reason, if curable. If, during such 30-day period, the Company cures the condition giving rise to Good Reason, no benefits shall be due under paragraph 1 of this Agreement with respect to such occurrence. If, during such 30-day period, the Company fails or refuses to cure the condition giving rise to Good Reason, the Employee shall be entitled to benefits under paragraph 1 of this Agreement upon such Termination; provided such Termination occurs within 24 months of such initial existence of the applicable condition. View More

Good Reason. The meanings ascribed to them in the Calpine Corporation Change in Control and Severance Benefits Plan